Akeno's Fond Memories
by Viscernal
Summary: Ever wondered why Gasper like's dressing like a girl? Is it really to just to feel pretty or is there something, or someone who thinks he's cute and likes to take advantage? Warning, extreme Lemon within.


**Warning, this contains Crossdressing Shota, Extreme Femdom, Plushophilia.**

Akeno Himeji walked the halls of the Old School building with a smile on her face, her bag of 'goodies' under her arm as she walked. It was late, too late for any students to be at school at this time. Rias had gone home hours before hand and so had Akeno, however she had some business left at school that she saved for the later hours of the night. Walking up to the second floor she headed for the sealed room, where the vampire resided.

Gasper Vladi, Rias's first bishop. Sealed away since his power was uncontrollable, it was a known fact among Devils that Forbidden Balor was a highly unstable Sacred Gear, hence why the vampire was locked away.

Rias found it odd that Gasper enjoyed dressing like a girl, his small petite frame along with his girlish figure made him even more adorable then Koneko at times. What Rias didn't know was why Gasper dressed like a girl. It was because of Akeno and her nightly visits to him that no one was aware of but the two of them. Reaching the door that was sealed with tape that read 'do not enter' and 'keep out' lining the door she rose her hand up, a magical circle appearing before her.

The seal late at night was weaker since Gasper had permission to wonder around at night but he never did leave the confines of his room so the seal was still closed when Akeno came. Hearing the door unlock she smiled as she lowered her hands and walked into the dark room pushing the doors open as she did so, it was set out just like usual, Gaspers Coffin closed in the middle of the room, a desk off to the side with a computer and a large monitor.

Looking around she had to smile as she saw the shaking cardboard box in the corner of the room. Gasper was simply adorable.

"Gasper Sweetie, it's only me." Akeno called out going down to her knees with a sweet smile. "Don't you want to come see what I've brought for you tonight? I promise we'll have lots and lots of fun. It'll make you feel pretty, promise." She saw the cardboard box stop shaking but there was no signs of Gasper coming out, he was always shy even if he sees her practically every night. "Come on out sweetie, how are you going to try these outfits on if you're in that box all night?" Putting the bag down in front of her she opened the zip the sound of it filled the room.

"A-A-Akeno..." Gaspers timid voice called out to her.

"Yes Sweetie?" Akeno smiled as she tilted her head.

"W-What... what we've... been doing."

"It's fun isn't it? Come on, let's get you nice and pretty. You like dressing up as a girl right." Akeno bit her lip to the point it almost drew blood as a blush covered her cheeks. "Then we can have some fun again, don't you like our fun?"

"B-B-But Akeno..." Gasper tried to say. "I'ma boy..."

"Nonsense you make the cutest girl in all of Kuoh Academy, even cuter then Koneko." Akeno smiled hiding her devious smirk, that always makes him smile.

"R-Really?"

"Would I lie to you sweetly? Now why don't you come out and show me that cute face of yours." Akeno urged and watched in glee as Gasper pushed his head up out of the two flaps of the card board box slowly with a nervous smile and a blush on his cheeks holding a stuffed black bunny like always. "Ah, you make my heart flutter every time I see you." Akeno smiled, Gasper lowering his gaze as he rubbed his knees together blushing wildly. "Now why don't you come over here and see what I've got for you? Hmm?" She questioned and Gasper nodded stepping out of the cardboard box showing that he was wearing the girls school uniform which made Akeno bite her lip once more as she watched him walk over to her.

Gasper crouched down beside Akeno and peered into the bag with a curious expression before he gasped as Akeno wrapped her left arm around his waist and pulled him to her side making him squeak but Akeno just giggled as she leant forward and opened the bag up further, Gaspers eyes immediately widened, there wasn't a speck of clothing in there.

"A-Akeno?" He asked as he saw what the bag contained, dropping his black rabbit.

"I think the school uniform looks cute enough on you already." Akeno whispered into his ear before she nibbled on it making him whimper, his large pointed ears highly sensitive to her touch, the arm that was wrapped around his waist travelled down his stomach before running down under the skirt he was wearing. Rubbing the front of the panties where the lightest trace of a bulge throbbed made Gasper whimper.

"A-Akeno..." Gasper moaned out as her hand cupped his crotch her palm running circles around it.

"I remember our first time was just like this." Akeno said as she let go of his ear. "You came before I touched you, now look at you." She sighed. "I've trained such a little slut, but you're my little slut aren't you?" She questioned.

"A-Akeno!" Gasper gasped as Akeno's hand stopped it's rotation on his manhood.

"Say it Gasper, tell me what I want to hear." She bit his ear making him cry out in surprise. "Tell me your my slut." Biting his ear again a little harder he whimpered as she tugged on it with her teeth. "Tell me you want me to fuck you like the little girl you want to be." Tightening her hand on his panty covered crotch he yelped and hunched over, Akeno going with him, her breasts pushing into his back, hand still down his skirt tightly gripping his crotch, her right hand supporting them on the ground so they didn't fall down. "Tell me Gasper."

"I'm..."

"Yes Gasper." Akeno moaned. "Tell me." She breathed into Gasper's ear.

"..."

"I didn't hear you."

"I'm your... little... slut." Akeno moaned as she rubbed her hand over his crotch again.

"Louder, with more heart, how am I meant to want to fuck you if you don't tell me." She hissed in his ear as she rose her right hand that was supporting them both and leaned back a little so Gasper was supported against her chest. Trailing her right hand down his side making it down to his thigh just above his thigh high socks and going underneath the hem of his skirt all the way up to where it touched the band of the panties he was wearing that ran over his hip, her fingers toying with it slightly. "Tell me to fuck you."

"Fuck me Akeno." Gasper gasped rotating his hips into her hand.

"More."

"Fuck your... little slut." Gasper moaned, his hips increasing pace as Akeno traced the band of his panties across his right butt cheek. "Please!" He cried out as Akeno toyed with the back of his panties, running a finger down the crack outlined in them. She wondered what colour they were. Raising her left hand up to the band of his panties she pushed her way under until she gripped his small erection in her hand taking it between two fingers and massaging it. She looked over Gaspers shoulder and into his face to see his eyes wide, mouth open drool falling down his chin.

"Once more my little slut, give it everything you've got." Akeno moaned squeezing her fingers around the fleshy foreskin. Pushing the back of his panties to one side Akeno slid a finger between his ass cheeks probing at his rectum.

"Akeno! Fuck me please, fuck your little slut!" Gasper cried out as Akeno smirked and pushed her finger through Gaspers rectum making him buck his hips upwards, Akeno's left hand that was cupping his crotch filled with warm salty cum. Nibbling on Gaspers ear she smeared her cum filled hand over Gaspers groin making him whimper at her touch, her finger still lodged inside of him. Pulling her finger out until just the tip remained she flicked the tip of his ear with her tongue before slowly pushing her finger back in making him whimper softly before she did it again and again slowly gaining a rhythm which Gaspers hips started to rock too.

Akeno felt Gasper's small cock start to pulsate in her hand again and she gave it a few good strokes as she leaned her head down and sucked on his neck making him whimper as he tilted his head to the side so she could get better access, his hips still rocking back and forth as Akeno jerked him off and fingered his ass. Akeno looked down to see where her hand was jutting up and down and saw Gaspers skirt push up with every stroke. Biting the skin of Gaspers neck lightly he mewled and began to thrust his dick into Akeno's hand faster and faster, her finger in his ass matching his pace.

"Are you going to cum again Gasper?" Akeno questioned, Gasper quickly nodded biting his lip as his hips fucked Akeno's hand franticly. "What would you do if I stopped?" Gasper whined as Akeno slowed her hand in both places. "Would you cry? Beg? Plead for me to continue so you can cum? So you can get off with my finger shoved up your ass?"

"A-Akeno." Gasper whimpered trying to rock his hips but it just wasn't the same. "Please let me cum! Please!" He wailed.

"I'll make you come on one condition." Akeno told him before leaning into him, pressing her large breasts up against this back and moving her mouth to his ear before she whispered. "I get to feed it too you." Gaspers body visibly shuddered. "You'll have to swallow every last drop of warm salty cum and feel it slid down your throat knowing it just came out of your tiny cute girly cock, and all because you wanted to cum like a little girly slut." Gasper whimpered and nodded.

"I'll eat it!" Gasper gasped. "Please just make me cum!" He cried before Akeno pushed another finger into his ass making him cry out in shock as the second and first digit pumped his ass as she jerked his cock rapidly. Gasper bucked his hips, Akeno's hands both front and back were in a blurring motion, Gasper couldn't think straight as he felt his orgasm coming once more. "Ah! Akeno!" Pushing her fingers into the hilt Gaspers body lurched forward, cupping her hand over the head of Gasper's erection as she stroked his prostate with two fingers, his body convulsed as cum sprayed into Akeno's hand.

Licking a bead of sweat off of Gaspers neck she felt the last few drops of cum fall into her hand as his body quivered against hers. His breath's were raspy and uncontrolled making her smile. Puling her hand out of his panties, careful not to spill any of Gasper's release she pulled her hand up and out from underneath his skirt, idly stroking his prostate with her other hand making him whimper in her grip. Raising her cum filled hand up so it was before Gasper's line of sight.

"Look at all that salty spunk Gasper." Akeno whispered into his ear watching the thick creamy substance in her hand. "Tilt your head back and open your mouth sweetie, it's time for your meal." Gasper hesitated for a second and that's all Akeno needed before she pushed a third finger into his ass making him cry out. "Do as I say Gasper otherwise it'll stop being fun for you."

Whimpering Gasper tilted his head back and opened his mouth, Akeno could see his vampire fangs and smiled before raising her cum filled hand up and directing her fingers a few inches above Gaspers mouth. Both watched as the cum slowly slid down Akeno's hand at almost an agonisingly slow pace before it reached the tips of her fingers and the first long stream of cum dropped down into Gaspers awaiting mouth.

"Don't swallow yet." Akeno said as more strings of cum began to fall down her fingers, one hitting the side of his lips and running down his cheek. As the cum began to pool in Gaspers mouth and he began to breath through his nose as not to swallow the cum in Akeno's hand began to stop sliding and just sit there making her pout. Leaning up slightly she saw the pool of cum in Gasper's mouth, his eyes tightly closed.

"Swish it around." Akeno gasped and Gasper did without hesitation, his pink tongue sliding through the gooey cum in his mouth making Akeno whimper before she grabbed his neck with her still cum laced hand and kissed him forcefully, swirling the cum around in both of their mouths. Gaspers eyes were wide at the sudden kiss before Akeno pulled back, her eyes filled with lust. Akeno's hand still around his throat, not tightly but enough to let him know it was there. Opening her mouth Gasper watched as cum and saliva dripped from her own mouth and fell into his.

"Swallow." She ordered and he did so, Akeno felling his throat muscles move under her hand and he opened his mouth to show it was all gone. "Very good Gasper." She breathed out as she slipped the three fingers from his ass. Wiping the remaining traces off cum on her hand across the skin of his neck. When he was released from Akeno's grip he collapsed down onto his side breathing heavily making Akeno smile before reaching into her own skirt and wiping her hand across his soaked panties.

"You made me so wet Gasper, you're so cute, submissive and just my perfect little slut." Akeno moaned as she pushed a finger into her pussy lips, through her underwear cloth and all. Gasper watched from where he was on the ground, a small pool on the floor where a trail of saliva was falling from his mouth. Pulling her hand from her beneath her skirt she turned to the bag and reached into it before looking over at Gasper over her shoulder.

"You want to see me be slutty now Gasper? To see me act like you?" She questioned seeing the slight nod she smiled before pulling a large red eight inch strap-on from the bag. Sitting up Gasper turned to Akeno who shook her head. "Oh no Gasper, did you think you were going to get me to act like a submissive little slut? Sorry Honey but you're just not qualified." She smiled before raising her hands up and clicking her fingers together.

Gasper watched with wide eyes as a small magic summoning circle appeared and Akeno's small green imp familiar appeared before looking around the room and at Akeno who smiled licked her lips and pointed. Gasper followed the direction of her finger and he gained a confused expression as he saw she was pointing to his stuffed black rabbit. Both Akeno and Gasper watched the small green imp walk over to the stuffed animal before glowing green and Gasper gasped as he sank into it only for his bunny to sit up.

"Ah!" Gasper exclaimed as he saw his stuffed animal moving.

"It's alright Gasper." Akeno smiled before crawling over to the stuffed animal and fitting the strap-on around the small bunny's waist and tightening it so it wouldn't come off. The bunny stood up and Akeno had to giggle, the dildo was very out of proportion of the stuffed animal. Crawling over to Gasper who she pushed back so he was laying down, she hiked his skirt up to see he was in fact wearing blue panties with a bow on them.

"How cute." She giggled before bunching the skirt around his waist. Next she reached up and pulled the top of his blouse apart, buttons breaking off of the fabric and skipping across the room. She half expected him to be wearing a training bra but he wasn't wearing anything under his shirt, his pale skin sticking out his pinkish nipples clear on his skin. Leaning down she took one of his nipples between her lips and pulled it back with her teeth making him gasp before she let it go, a thin trail of saliva connecting her lips and his nipple.

"After me Gasper, your little bunny is going to fuck you." Gaspers eyes were wide at that.

Akeno laid down next to Gasper and turned her head to face him with a smile. Gasper watched as his bunny walked around Akeno, red dildo swinging slightly as he moved towards Akeno's face. Akeno blew Gasper a kiss before turning her head and opening her mouth, the bunny sliding the fake phallus into her mouth before Akeno started to bob her head along the fake dick.

The bunny placed it's hands on Akeno's head and began to thrust into Akeno's mouth, Gasper watching the bulge in Akeno's cheek appear and disappear with every thrust. Akeno moaned around the dildo before tilting her head back so her neck was in the air and the bunny moved around to the top of her head before thrusting in, the dildo sinking further into Akeno's mouth. Gasper gasped as he saw the outline of the bulge in her throat.

Gasper saw Akeno's hand clenching at her sides as her body started to convulse, the sounds of gurgling brought his attention back to her face to see saliva being pushed out of her mouth around the strap-on and her eyes were rolling into the back fo her head from lack of air. The bunny pulled back and she took a massive gasp of air before the bunny started to hammer the dildo into her throat over and over again. Her throat extending and contracting with every thrust, her gurgling over the fake cock began to get more intense as they intense face fucking continued. Finally after several minutes the bunny took a step back allowing the tip of the dildo to be pulled from her mouth along with a thick glob of saliva that fell over Akeno's face.

The bunny walked around Akeno once more and jumped over her thigh and rested between her legs before pushing them up so her knees were in the air but her feet still planted on the ground. Lifting the hem of her skirt up so it was around her waist the bunny looked up and tilted it's head.

"Leave them on." Akeno moaned out. Gasper sat up to see what the bunny was doing and saw Akeno's cum drenched thighs and her soaking black lace panties. The bunny looked up at Gasper who had wide eyes. Gasper turned to Akeno who traced a hand over the glob of saliva and rubbed it into her face. "Watch him fuck me Gasper! Watch your bunny fuck the shit out of me!" She cried, Gasper's eyes turned back to the bunny just as the stuffed animal pulled Akeno's panties to the side revealing her cum soaked cunt laced with thin straight pubic hair.

The bunny got into position and pushed the tip against Akeno's clit making her squirm as he thrust against it a few times making her cry out before he pushed the entire eight inches into Akeno.

Gasper cried out as Akeno's hand gripped his thigh, her nails digging into his skin enough to break the skin as the stuffed animal thrust into her wildly.

"Fuck me!" Akeno cried out gripping Gaspers thigh tighter making him whimper. The bunny didn't hold back and pounded into the screaming Akeno who was begging for more. Letting go of Gasper's thigh, she gripped her own and lifted her legs up allowing the bunny a better position to thrust into. Gasper watched as Akeno was brutally fucked by his beloved stuffed animal before his eyes locked with hers, her tongue hanging out of her mouth, her eyes half lidded and filled with lust a blush covering her face as she moaned, not even being able to form a coherent sentence as the bunny fucked her. As Akeno began to reach climax the bunny got more energetic making Akeno's eyes widen as she felt her orgasm rise up.

"Get behind him Gasper!" Akeno moaned. "As soon as he pulls out I won't your face in my cunt! Eat my filthy slut cunt!" She begged as she closed her eyes. Gasper followed Akeno's order and moved behind the bunny who looked up at him never stopping his thrusting. "Ugh! Fuck me! Fuck me! Fuck me!" Akeno begged over and over again. "AH! I'm cumming!" She squealed. The bunny pulled out and dived to the side as Gasper leant forward, before his face even reached within five inches of her pussy lips he was hit in the face with Akeno's cum as it splashed his face.

He was ready to pull back before the hands that Akeno had used to grip her thighs gripped his head and mashed his face into her still squirting pussy. Akeno's hips rolled up into Gaspers face, as he did what she asked around her convulsing cunt and began to swipe his tongue across her puffy pussy lips before diving his tongue into the twitching hole, another shot of cum shooting into his mouth.

Akeno's hands still locked firmly around his head holding him in place, he wasn't ready for his panties to be pulled to one side and the same dildo that had been pushing into the same cunt he was now licking to be shoved a firm eight inches into his rectum. Squealing at the sudden intrusion, Gasper leapt up Akeno's body till his face was pressed into her breasts.

"Oh Gasper, it looks like your little bunny's wanted to fuck you for some time." Akeno moaned out softly with an amused grin as she wrapped her arms around Gasper's head pulling him into her breasts looking over his form to see the bunny getting into a position where he could thrust into the young vampire. Biting her lip she reached down Gasper's side and gripped the panties he was wearing and tugged firmly making him whimper as his bulging erection was pulled at an awkward angle before it was pulled again and the fabric broken. Throwing the underwear to one side Akeno moaned as she felt Gasper's small cock rest against her still exposed pussy.

"Put it in me Gasper, fuck me while your bunny fucks you." Akeno whispered into Gaspers ear. "Fill me with your devil vampire cum until you can't cum any more." Gasper whimpered as the bunny started to thrust slowly back and forth, Akeno's cunt juices on the fake cock was enough lube to use on his tight ass. Reaching down Gasper gripped his erection and moved it between Akeno and himself before placing it at Akeno's opening and sliding it inside making him moan. Letting go of Gaspers head Akeno reaching under him and gripped either side of her blouse and ripped to open revealing her black bra clad breasts to him.

Gasper didn't even need to be told before he grabbed the cup of her left breast and pulled it down before locking his lips around the pink nipple and sucking hungrily, wary of his vampire fangs. Akeno reached down with both hands and gripped Gasper's ass cheeks and pulled them apart making him moan as the bunny's thrust picked up pace. Kneading Gaspers cheeks beneath her hands she rocked her hips against Gasper's thrusts making him whimper. Tightly gripping Gaspers cheeks beneath her hands she looked at the bunny and pulled Gaspers cheeks further apart.

"Fuck him!" She ordered and with the same force that the bunny had fucked her with, he fucked Gasper's ass. Gasper moaned into Akeno's breast as the bunny widely thrust into his ass, Gaspers own thrusts into Akeno's cunt began to become wild an erratic making her squeal in joy before she felt Gasper's fangs run across the skin of her breast sending tremors through her.

"Bite me Gasper!" She moaned. "Bite me!" Gasper hesitated before Akeno leaned forward and bit into his shoulder enough to draw blood making him cry out, muffled by her breasts before he sank his fangs into Akeno's breast. Akeno came as she felt Gaspers fangs sink into the flesh of her tit. Her hips convulsed as Gaspers thrust became stronger and stronger until he was fucking Akeno harder then the bunny was fucking him.

Akeno was continuously moaning at the fucking she was receiving from the blonde vampire, his fangs still buried in her flesh. Gasper came hard, Akeno's eyes shot wide open and her mouth hung open as saliva leaked from the sides of her mouth as her cunt was filled with cum, enormous amounts. She could still feel cum pumping into her minutes after his initial release, the bunny glowed green before the small green imp jumped down onto the ground before disappearing into a magic circle. Gasper pulled back, his eyes wide, blood covering the lower half of his mouth.

He stared at Akeno who smiled sweetly up at him before running a hand over her slightly bloated stomach, she pushed down on it and a small explosion of cum erupted where the two were still joined covering them both in cum making Akeno laugh.

"That's one thing I need to teach you Gasper." Akeno moaned running her hands over her cum filled stomach. "How to take a load of cum and love it." She moaned rocking her hips slightly. "Maybe I can get Kiba or Issei to help me with that." She smiled.

"Is-Issei?" Gasper questioned once again returning to his timid self.

"That's right." Akeno smiled. "You haven't met Rias's newest members." With a smile she traced her hands up over Gaspers cum covered stomach. "I bet Issei could give you a cum bulge like you gave me." She smiled patting his stomach.

* * *

"GAH!" Issei shot up out of bed breathing heavy, eyes wide. Movement to his left and right brought his attention to Asia and Rias who were sleeping naked as per their usual routine these days. _"__What a whacked out dream."_ Issei thought to himself. "I'm never watching porn before I go to bed again." He mumbled as he laid back down between the two naked girls who snuggled into him as he closed his eyes, missing the slight jar in the door. Akeno smiling happily to herself.

"_I wonder how he liked one of my fondest memories? Gaspers still waiting for you Issei, it's even better now that you've met him."_ She giggled as she closed the door. _"I promised Gasper a cum bulge, I can't go back on my word now, what kind of person would I be?"_

**End?**


End file.
